Terms of Service

Terms of Service

Welcome to 1ClickHeat.com. These terms of use (“​Agreement​”) are a binding legal agreement between you and 1ClickHeat, Inc., regarding your use of the 1ClickHeat proprietary online platform for Service and sales of HVAC products and Tenant Management (the “​Service​”). Please read this Agreement carefully. By accessing or using the Service, you accept this Agreement and agree to use the Service in compliance with this Agreement. The terms “Subscriber,” “you,” “your,” “yours,” and “authorized user” refer to you, the property manager, contractor or any individual user that is authorized by an account administrator, or an entity using the Service. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to do so. The terms “1ClickHeat,” “we,” “us,” and “our” refer to 1ClickHeat.com Inc. and our affiliates, as applicable. We may periodically make changes to this Agreement, and you may view the most current version at ​www.1ClickHeat.com/TermsOfUse​. These Terms of Use and our Privacy Policy at www.1ClickHeat.com/PrivacyPolicy​ constitute important agreements between us and should be read by you in their entirety.
We may make changes to this Agreement from time to time, and we will give you not less than thirty (30) days advance notice of any such changes and an opportunity to opt-out. If you continue to use the Service following such thirty (30) days notice, you are deemed have agreed to such changes and will be bound by them. If you opt-out of such changes, our legal agreement will continue to be bound by the last version of this Agreement that you accepted, subject to our mutual rights to discontinue our contractual relationship. In order to give this opportunity to current users as of February 17th, 2018 this Agreement will be effective as to such users on March 1st 2018.
Except for certain kinds of disputes described in Section 19, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND 1ClickHeat ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 19).
1. Account Registration: You must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information and promptly update this information in the event of a cahnge. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service. Only authorized users may use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account from unauthorized use, keep your user identification and password secure and those of your authorized users. Please notify us immediately of any unauthorized use of your account or any other breach of security. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through you, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by 1ClickHeat to prevent or terminate unauthorized use of the Service.
2. Grant of License: Subject to the terms and conditions of this Agreement, 1ClickHeat grants to Subscriber a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement for the use of the Service by the Subscriber and Subscriber’s personnel solely in connection with Subscriber’s internal business operations.
3. Support: If you are current with payment of Service fees, 1ClickHeat will provide you with its standard technical support services relating to the Service.
4. Fees and Payment: You will pay the fees for the Service subscription and services selected by you at the time that the term of this Agreement, or any renewal, begins. You authorize 1ClickHeat (either directly or through its third party payment processor) to charge the credit card identified by you (which you represent and warrant that you are authorized to use) or to process an ACH payment from the account(s) identified by you for all applicable fees for your subscription in US dollars, including all applicable taxes. If 1ClickHeat does not receive payment from your credit card provider or by means of our ACH transfer or otherwise as agreed, you agree to pay all amounts due upon demand, in US dollars, and 1ClickHeat may suspend your access to the Service. All sales are final and 1ClickHeat will not issue refunds except as expressly provided for in this Agreement. You will promptly reimburse 1ClickHeat for any costs incurred in connection with collection of past-due amounts, including attorneys’ fees, and 1ClickHeat may, as a result of late payment, among other remedies available to it, discontinue its provision of the Service to you in accordance with this Agreement.
5. Term and Termination: The term of this Agreement commences upon your registration for a Service subscription and remains in effect for the term of your subscription. Subscriptions are month-to-month unless otherwise agreed. The term of your subscription, including the obligation to pay the applicable Service subscription fees, will automatically renew for additional successive terms of the same duration unless terminated as specified in this Section. You may terminate this Agreement at any time upon written notice to 1ClickHeat. For purposes of providing notice of non-renewal as described in this paragraph, notice via email to 1ClickHeat at ​support@1ClickHeat.com​ will be deemed sufficient. Upon termination, your access to the Service and any information stored by the Service will terminate. 1ClickHeat may terminate this Agreement at any time upon 30 days’ prior written notice for its convenience, and will refund to you a pro-rata portion of any unused, prepaid fees.
We may immediately, without notice, suspend or terminate your access to the Service and terminate this Agreement for any of the following reasons: (a) you breach any provision of this Agreement; (b) you take any action, direct or indirect, that compromises the security of the Service or we otherwise determine that your use of the Service poses a security risk to us or to another user of the Service; (c) you introduce a malicious program into the network or a virtual machine instance; (d) you cause network interference that affects Service performance for other customers; (e) you use the Service in a way that we determine, in our sole discretion, is abusive or disrupts or threatens the performance or availability of the Service; or (e) we receive notice or we otherwise determine, in our sole discretion, that you may be using the Service for an illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.
If this Agreement is terminated for any reason: (i) you will pay to 1ClickHeat any fees or other amounts that have accrued prior to the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of the termination will survive; and (iii) the following sections will survive and remain in force notwithstanding termination of this Agreement: Sections 4, 5, 8 through 14, and 18 through 22. Following termination and upon your request and subject to any specific restrictions applicable to you or your data, 1ClickHeat will make reasonable efforts to export and provide to you in electronic format the information you have uploaded to the Service (service fees may apply), but 1ClickHeat is not obligated to retain that information following any termination and makes no representation as to the integrity, completeness or timeliness of any data provided to you.
6. Access to the Service and Modifications to the Service: We do not provide you with the equipment to access the Service. You are responsible for all fees charged by third parties to access the Service (e.g., Internet access charges). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service, except that if we permanently discontinue the Service we will provide you, as your sole and exclusive remedy, and our sole and exclusive liability, a pro-rated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance.
7. Restrictions: You must comply with all applicable laws, including privacy laws, when using the Service; for the avoidance of doubt, you will be responsible for notifying parties that telephone calls are being recorded, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) modify or reverse engineer any portion of the Service; (b) rent, lease, or otherwise permit any third party to use any portion of the Service; (c) circumvent or disable any security or other technological features or measures of any portion of the Service; (d) use the Service in a manner that threatens the integrity, performance, or availability of the Service; nor (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service.
8. Ownership: Except for the rights to access the Service expressly granted to you in this Agreement, we retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by applicable intellectual property laws, including United States copyright law and international treaties.
9. Feedback: If you provide feedback to us regarding the Service or 1ClickHeat’s website (“​Feedback​”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback in any manner and for any purpose.
10. Information You may upload information to the Service. In addition, we may collect registration and other information about your use of the Service. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use and exploit all information that you upload and all information that we collect: (a) internally in any way subject to 1ClickHeat’s obligation of non-disclosure in Section 11; and (b) internally or externally in any way in aggregate or anonymous format or otherwise in conformity with our Privacy Policy.
11. Confidentiality: Subject to 1ClickHeat’s rights under Sections 10, 16, and 17, 1ClickHeat will not disclose to any third party, without your consent, the information or material you upload to the Service. 1ClickHeat may, however, disclose that information or material if required by law or if 1ClickHeat reasonably determines that disclosure is necessary to prevent harm to 1ClickHeat or any third party, or to collect any amounts owing by you to us. Your consent to disclosure shall be deemed given in the event that you access 1ClickHeat or your 1ClickHeat data through a third party application, solely with respect to disclosure in connection with your use of such third party application. If 1ClickHeat is required by law to disclose any of that information or material, 1ClickHeat will make reasonable efforts to provide you prompt written notice of that requirement prior to disclosure. Further, if you register for the Service through a referral or other promotional partner or through an industry or trade group with whom we have a commercial relationship, we may disclose information about your account to that referral partner or industry group in connection with that commercial relationship. For the avoidance of doubt, however, 1ClickHeat will not directly contact your customers or make personally identifying or contact data regarding your customers available to any third party without your consent. Such consent will be deemed given, however, in the event that you access 1ClickHeat or your 1ClickHeat data through a third party application, solely with respect to disclosure in connection with your use of such third party application.
12. Warranties; Disclaimer 1ClickHeat warrants that the Service will, during the term of your subscription, materially conform to any description of the Service published by 1ClickHeat. As 1ClickHeat’s sole and exclusive liability for breach of this limited warranty, and your sole and exclusive remedy, 1ClickHeat will make reasonable efforts to correct the non-conformity.
Subscriber represents and warrants that: (a) Subscriber will not upload any information to the Service unless Subscriber has all permissions or licenses necessary to do so and to authorize 1ClickHeat’s use of that information in accordance with this Agreement; and (b) Subscriber’s use of the Service will not subject 1ClickHeat to any liability or cause 1ClickHeat to violate any law, rule, or regulation or guideline.
13. Limitation of Liability 1ClickHeat WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF 1ClickHeat HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL 1ClickHeat’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO 1ClickHeat FOR THE SERVICE.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY 1ClickHeat TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS AGREEMENT WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. Indemnity: You will indemnify and hold harmless 1ClickHeat and its subsidiaries, affiliates, officers, agents, and employees, from any costs, damages, expenses, and liability caused by your use of the Service, your violation of this Agreement, or your violation of any rights of a third party through use of the Service.
15. Force Majeure: 1ClickHeat will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond 1ClickHeat’s reasonable control.
16. Assignability: You may not assign this Agreement or any right, duty, or obligation under this Agreement, without 1ClickHeat’s prior written consent, which may be arbitrarily withheld. If consent is given, this Agreement will bind your successors and assigns. Any attempt by you to transfer any right, duty, or obligation under this Agreement except as expressly provided in this Agreement is void. 1ClickHeat may assign this Agreement or any right, duty, or obligation under this Agreement, at any time without your consent.
Arbitration: If any dispute arises between the Parties relating to the application, interpretation, implementation or validity of this agreement, the Parties agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules. The parties agree that the ADR Chambers Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto and shall proceed in accordance with the provisions of the Arbitration Act Ontario. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
17. Subcontractors: 1ClickHeat may utilize one or more subcontractors or other third parties to perform its duties under this Agreement so long as 1ClickHeat remains responsible for all of its obligations under this Agreement.
18. Notices: Except as otherwise expressly set forth in this Agreement, any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below for 1ClickHeat, and at the address set forth in the Subscriber account for Subscriber and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
1ClickHeat.com Inc. Attn: 38 Howden Ave Ottawa Canada k2g3h6
20. Waiver: The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
21. Severability: If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Service will immediately terminate.
22. Entire Agreement: This Agreement is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Service. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of 1ClickHeat has any authority to bind 1ClickHeat with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. 1ClickHeat will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless 1ClickHeat specifically agrees to such provision in writing and signed by an authorized agent of 1ClickHeat
Jurisdiction: This Agreement is governed by the laws of the province of Ontario. In the event of a dispute, you agree to submit to the sole and exclusive jurisdiction of the courts of the province of Ontario.
If you agree with these terms and conditions and intend to be legally bound by them, please click on the “I accept” button below. If you do not agree with these terms and conditions, click on the “I decline” button below. You may only proceed if you accept the terms and conditions.